| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sally Beauty Holdings, Inc. [ SBH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted stock units | (1) | 11/06/2024 | A | 47,569 | (2) | (2) | Common Stock | 47,569 | $0 | 47,569 | D | ||||
| Restricted stock units | (1) | 11/06/2024 | A | 15,084 | (3) | (3) | Common Stock | 15,084 | $0 | 15,084 | D | ||||
| Restricted stock units | (1) | 11/06/2024 | A | 24,362 | (4) | (4) | Common Stock | 24,362 | $0 | 24,362 | D | ||||
| Restricted stock units | (1) | 11/06/2024 | A | 43,639 | (5) | (5) | Common Stock | 43,639 | $0 | 43,639 | D | ||||
| Restricted stock units | (1) | 11/06/2024 | A | 208,018 | (6) | (6) | Common Stock | 208,018 | $0 | 208,018 | D | ||||
| Explanation of Responses: |
| 1. Restricted stock units convert into common stock on a one-for-one basis. |
| 2. Reflects earned performance stock units (PSUs). The PSUs were granted on November 3, 2021, and could be earned based on the level of achievement of relative total shareholder return (rTSR) goals over a three-year performance period concluding on September 30, 2024. The number of PSUs reported reflects the number of PSUs earned based on the Committee's certification of the level of achievement of rTSR goals. The number of shares earned will be paid out at the end of the three-year performance period on November 15, 2024. |
| 3. Reflects earned PSUs. The PSUs were granted on November 3, 2021, and are comprised of three, one-year performance periods with goals related to adjusted operating income margin (AOIM), with the number of shares earned paid out at the end of the three-year performance period on November 15, 2024. The number of PSUs reported reflects the number of PSUs earned based on the Committee's certification of the level of achievement of AOIM goals for the third one-year performance period (October 1, 2023 and ending on September 30, 2024). |
| 4. Reflects earned PSUs. The PSUs were granted on November 2, 2022, and are comprised of three, one-year performance periods with goals related to AOIM, with the number of shares earned paid out at the end of the three-year performance period on November 15, 2025. The number of PSUs reported reflects the number of PSUs earned based on the Committee's certification of the level of achievement of AOIM goals for the second one-year performance period (October 1, 2023 and ending on September 30, 2024). |
| 5. Reflects earned PSUs. The PSUs were granted on November 1, 2023, and are comprised of three, one-year performance periods with goals related to AOIM, with the number of shares earned paid out at the end of the three-year performance period on November 15, 2026. The number of PSUs reported reflects the number of PSUs earned based on the Committee's certification of the level of achievement of AOIM goals for the first one-year performance period (October 1, 2023 and ending on September 30, 2024). |
| 6. The restricted stock units vest in three equal annual installments beginning on November 15, 2025. |
| Remarks: |
| Senior Vice President, Chief Legal and Human Resources Officer |
| /s/ Cade Newman, Attorney-in-Fact | 11/08/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||